NASDAQ OMX Group (NDAQ)

Item 7.01. Regulation FD Disclosure

As previously disclosed, on February 27, 2008, The Nasdaq Stock Market, Inc. combined with OMX AB (publ) to create The NASDAQ OMX Group, Inc., or NASDAQ OMX, and acquired a 33 ¹/3% interest in the Dubai International Financial Exchange (collectively, the Transactions). For informational purposes, NASDAQ OMX is attaching as Exhibit 99.1 hereto, and incorporating by reference herein, pro forma condensed combined financial information for the combined company for each quarter in and the fiscal year ended December 31, 2007.

The pro forma data is not necessarily indicative of what NASDAQ OMX’s financial position or results of operations actually would have been had the Transactions been completed at and as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of NASDAQ OMX.

The information set forth under “Item 7.01 Regulation FD Disclosure” and Exhibit 99.1 hereto is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by NASDAQ OMX as to the materiality of such information.

Item 7.01. Regulation FD Disclosure

On February 20, 2008, The Nasdaq Stock Market, Inc. issued a press release, which is being furnished as Exhibit 99.1 to this Form 8-K.

In connection with presentations being made relating to the financing of the previously announced combination of The Nasdaq Stock Market, Inc. (“Nasdaq”) with OMX AB (publ), Nasdaq has furnished certain information attached hereto as Exhibit 99.2 to potential investors.

The information set forth under “Item 7.01 Regulation FD Disclosure,” Exhibit 99.1 and Exhibit 99.2 is intended to be furnished pursuant to Item 7.01. Such information, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by Nasdaq as to the materiality of such information.

Item 7.01. Regulation FD Disclosure.

On November 20, 2006, Nightingale Acquisition Limited (“NAL”), a subsidiary of The Nasdaq Stock Market, Inc. (“NASDAQ”), announced the terms of offers to acquire:

The total cost consideration payable under the offers will amount to approximately £2.0 billion, or $3.8 billion (which includes the amounts paid for the Share Purchase described below). In addition to cash from NASDAQ’s own reserves, NASDAQ and NAL will finance the acquisition of LSE by borrowing under new secured credit facilities and issuing preferred stock. Upon the funding of the acquisition, NASDAQ will terminate its existing credit facilities and repay in full its borrowings under those facilities.

In addition to the offers for LSE shares, on November 20, 2006, NASDAQ announced that it had agreed to acquire 7,065,984 shares in LSE for 1,243 pence per share (the “Share Purchase”). The consideration represents approximately £87.8 million, or $166.4 million. The Share Purchase brings NASDAQ’s holding in LSE to 61,291,389 shares, or approximately 28.75% of the issued share capital of LSE. NASDAQ will pay for the Share Purchase using $150 million borrowed under an amendment to NASDAQ’s existing credit facility and cash on hand.

The text of the announcement of the offers in the United Kingdom is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

In addition, on November 20, 2006, NASDAQ publicly disseminated a presentation discussing the announcement of the offers for LSE. The presentation is attached as Exhibit 99.2.

The information set forth under “Item 7.01 Regulation FD Disclosure” and Exhibits 99.1 and 99.2 are intended to be furnished pursuant to Item 7.01. Such information, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by NASDAQ as to the materiality of such information.

Item 7.01. Regulation FD Disclosure.

On January 12, 2006, the National Association of Securities Dealers, Inc. (“NASD”) issued a letter to holders of warrants issued by NASD to purchase shares of Nasdaq’s common stock. The letter advised the holders that Nasdaq is planning an underwritten public offering of its common stock and warrant holders who have exercised their warrants and received voting trust certificates representing shares of Nasdaq common stock on or before December 31, 2005 would have an opportunity to sell their Nasdaq shares represented by the voting trust certificates in this offering.

NASD advised the warrant holders that Nasdaq has agreed to make available in the near future a universal shelf registration statement that will allow certain other warrant holders to register their shares for public resale. Nasdaq and NASD anticipate that these warrant holders will be permitted to register their Nasdaq shares for public resale not later than 90 days after the completion of Nasdaq’s proposed offering.

Item 7.01. Regulation FD Disclosure.

On June 10, 2005, the National Association of Securities Dealers, Inc. (“NASD”) issued a letter to holders of warrants issued by NASD to purchase shares of Nasdaq’s common stock. The letter advised the holders of certain possible steps that NASD and Nasdaq were considering with respect to the warrants. The warrants were issued by NASD in private placements in 2000 and 2001. Each warrant entitles the holder to purchase one share in each of four one-year exercise periods. The first two exercise periods have expired. The third exercise period carries an exercise price per share of $15 and will expire on June 27, 2005. The fourth and final exercise period, which begins June 28, 2005, carries an exercise price per share is $16 and will expire on June 27, 2006.

NASD is working with Nasdaq to amend the Voting Trust Agreement, dated as of June 28, 2000, among NASD, Nasdaq and The Bank of New York, as amended (“Voting Trust”), to which the warrants are subject. Under the Voting Trust, the certificates for the shares of common stock issued upon exercise of warrants are held in trust and the owners receive voting trust certificates representing the shares. Voting trust certificates can be returned for the actual stock certificates after Nasdaq is registered as a national securities exchange pursuant to the Securities Exchange Act of 1934 (“Exchange Registration”). Once effective, the amendment to the Voting Trust would be designed to permit holders of exercised warrants receive stock certificates instead of the voting trust certificates prior to Exchange Registration.

NASD also is working with Nasdaq on the filing of a registration statement that would permit the shares of common stock underlying warrants to be freely transferable. Any such registration statement is expected to be filed by August 31, 2005, subject to approvals, including by Nasdaq’s Board of Directors. Any registration statement would also have to be declared effective by the SEC.

The shares of common stock underlying the warrants are all outstanding and are therefore already included in Nasdaq’s calculation of shares outstanding. 10,806,494 shares of common stock are exercisable in each of the third and fourth exercise periods. NASD previously indicated that warrants for a total of 42,580 were exercised during the first and second exercise periods. The remaining shares of common stock during the first and second exercise periods reverted to NASD, which sold 16,586,980 of these shares of common stock in an underwritten public offering in February 2005.

Holders with questions concerning lost certificates or how to exercise warrants should contact Mellon Investor Services at 1-877-282-1322. Holders with transfer requests or seeking additional information should contact NASD at 1-240-386-5291 or 1-240-386-5309.

The information set forth under “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Certain statements in this Current Report on Form 8-K contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, competition, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers should carefully review Nasdaq’s periodic reports, including its Annual Report on Form 10-K,, including but not limited to our financial statements and the notes thereto and the risks described in “Item 1. Business—Risk Factors.” Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, Nasdaq claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Item 7.01. Regulation FD Disclosure.

On April 25, 2005, The Nasdaq Stock Market, Inc. (“Nasdaq”) publicly disseminated a presentation discussing the announcement on April 22, 2005 that Nasdaq had entered into a definitive agreement to acquire Instinet Group Incorporated and that it has concurrently entered into a definitive agreement to sell Instinet’s Institutional Broker division to Silver Lake Partners. As a result of these transactions, Nasdaq will own INET ECN. The investor presentation is attached as an exhibit to this Form 8-K.

The information set forth under “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 7.01. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by Nasdaq as to the materiality of such information.

Item 7.01. Regulation FD Disclosure.

On February 7, 2005, the Management Compensation Committee of the Board of Directors (“Nasdaq Board”) of The Nasdaq Stock Market, Inc. (“Nasdaq”) approved a form of letter agreement providing enhanced severance to certain Nasdaq executive officers (“Letter Agreement”) terminated in connection with a Nasdaq change in control. The following summary is qualified in its entirety by reference to the text of the form of Letter Agreement a copy of which is filed as an exhibit to this report. The terms of the Letter Agreement, which are subject to the approval of the Nasdaq Board and to execution by the executives, will be entered into with executive vice presidents (“executives”). Six current executives would be eligible to enter into such Letter Agreements. Nasdaq will not enter into a Letter Agreement with either its Chief Executive Officer and President or one executive vice president as they will remain subject to the terms of their existing employment arrangements.

A change in control for purposes of the Letter Agreement generally consists of the first to occur of the following:

Under the Letter Agreement, if an executive is terminated by Nasdaq without cause or the executive resigns for “Good Reason” (as defined in the Letter Agreement), during (x) the 180 day period immediately prior to a change in control (if the executive can reasonably demonstrate that the termination or Good Reason event was at the request of a third party that does thereafter effect a change in control of Nasdaq) or (y) during the one year period after the change in control, then he or she is entitled to the following payments and benefits from Nasdaq:

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An executive is not entitled to benefits under the Letter Agreement if his or her termination is on account of death or disability.

The Letter Agreement does not change the terms of the executive’s outstanding equity awards (which generally fully vest upon an executive’s termination following a change in control) or retirement plan benefits, which continue to be governed by the terms of the respective arrangements. In addition, the Letter Agreement does not provide for indemnification of any “golden parachute” excise taxes that may be payable by an executive under Section 4999 of the Internal Revenue Code of 1986, as amended in connection with the change in control. Rather, the Letter Agreement provides if any payments or benefits to an executive would be subject to a golden parachute excise tax under Section 4999 payments and/or benefits to the executive will be reduced or “cut back” so that no such golden parachute excise tax will be due.

The Letter Agreement contains restrictive covenants, including requiring the executive to maintain the confidentiality of Nasdaq’s proprietary information and to refrain from disparaging Nasdaq. The Letter Agreement also prohibits the executive from soliciting Nasdaq employees or rendering services for a competing entity for a period of one year following termination in connection with a change in control. To receive severance benefits under the Letter Agreement, the executive must execute a general release of claims against Nasdaq. In addition, payments and benefits under the Letter Agreement are generally subject to discontinuation in the event an executive breaches the restrictive covenants.

The information set forth under “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.